AMERICAN SKANDIA TRUST
SUB-SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between Federated Investment Counseling (the "Sub-Adviser") and Federated Global Investment Management
Corp. (the "Sub-Sub-Adviser").
W I T N E S S E T H
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WHEREAS, the Sub-Adviser and the Sub-Sub-Adviser each is an investment adviser registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, American Skandia Trust (the "Trust") is a Massachusetts business trust organized with one or more series of
shares and is registered as an open-end management investment company under the Investment Company Act of 1940, as
amended (the "ICA"); and
WHEREAS, American Skandia Investment Services, Inc. (the "Investment Manager"), the investment manager of the Trust
engaged the Sub-Adviser to act as the sub-adviser for the AST Federated Aggressive Growth Portfolio (the "Portfolio"),
one series of the Trust, under the terms of a sub-advisory agreement, dated May 1, 2002, with the Trust (the
"Sub-Advisory Agreement"), which agreement permits the Sub-Adviser to engage the Sub-Sub-Adviser for the Portfolio; and
WHEREAS, the Sub-Adviser, acting pursuant to the Sub-Advisory Agreement, wishes to engage the Sub-Sub-Adviser to provide
investment advice and other investment services set forth below.
NOW, THEREFORE, the Sub-Adviser and the Sub-Sub-Adviser agree as follows:
1. Investment Services. The Sub-Sub-Adviser will implement a continuous investment program for the Portfolio under
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the general oversight of the Sub-Adviser. The appropriate officers and employees of the Sub-Adviser and the
Sub-Sub-Adviser will be available to consult with the Investment Manager, the Trust and the Board of Trustees of the
Trust (the "Trustees") at reasonable times and upon reasonable notice concerning the business of the Trust, including
valuations of securities which are not registered for public sale, not traded on any securities market or otherwise may
be deemed illiquid for purposes of the ICA; provided it is understood that neither the Sub-Adviser nor the
Sub-Sub-Adviser is responsible for daily pricing of the Portfolio's assets.
Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and
control of the Trustees, the Sub-Sub-Adviser in each of its discretion will determine which issuers and securities will
be purchased, held, sold or exchanged by the Portfolio or otherwise represented in the Portfolio's investment portfolio
from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and give
instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed.
Custody of the Portfolio will be maintained by a custodian bank (the "Custodian") and the Investment Manager will
authorize the Custodian to honor orders and instructions by employees of the Sub-Sub-Adviser designated by the
Sub-Sub-Adviser to settle transactions in respect of the Portfolio. No assets may be withdrawn from the Portfolio other
than for settlement of transactions on behalf of the Portfolio except upon the written authorization of appropriate
officers of the Trust who shall have been certified as such by proper authorities of the Trust prior to the withdrawal.
The Sub-Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting
services to the Portfolio except as specifically provided herein, as required by the ICA or the Advisers Act or as may be
necessary for the Sub-Sub-Adviser to supply to the Investment Manager, the Portfolio or the Portfolio's shareholders the
information required to be provided by the Sub-Sub-Adviser hereunder. Any records maintained hereunder by the
Sub-Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Portfolio and shall be surrendered
by the Sub-Sub-Adviser to the Trust or the Investment Manager promptly upon request, provided that the Sub-Sub-Adviser
may retain copies of those records.
In furnishing the services under this Agreement, the Sub-Sub-Adviser will comply with and use its best efforts to
enable the Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii)
Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) of the Internal Revenue
Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the
Agreement and Declaration of Trust and By-laws of the Trust; (v) policies and determinations of the Trust and the
Investment Manager provided to the Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies
and restrictions applicable to the Portfolio, as set out in the Registration Statement in effect, or as such investment
policies and restrictions from time to time may be amended by the Portfolio's shareholders or the Trustees and
communicated to the Sub-Sub-Adviser in writing; (vii) the Registration Statement; and (viii) investment guidelines or
other instructions received in writing from the Investment Manager. Notwithstanding the foregoing, the Sub-Sub-Adviser
shall have no responsibility to comply with limitations or restrictions for which information from the Investment Manager
or its authorized agents is required to enable the Sub-Sub-Adviser to comply with such limitations or restrictions unless
such information is provided to the Sub-Sub-Adviser in writing. The Sub-Sub-Adviser shall supervise and monitor the
activities of its representatives, personnel and agents in connection with the investment program of the Portfolio.
Unless the Sub-Adviser or the Investment Manager give the Sub-Sub-Adviser written instructions specifying a
different procedure for voting proxies, the Sub-Sub-Adviser shall, in good faith and in a manner that it reasonably
believes best serves the interests of the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote
such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of
securities held by the Portfolio.
The Sub-Sub-Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13-F reflecting
the Portfolio's securities holdings. The Sub-Sub-Adviser shall not be responsible for the preparation or filing of any
other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in
writing.
2. Investment Advisory Facilities. The Sub-Sub-Adviser, at its expense, will furnish all necessary investment
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facilities, including salaries of personnel, required for it to execute its duties hereunder.
3. Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the
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Portfolio, the Sub-Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale
transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration
Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates
with such executing broker-dealers. Generally, the Sub-Sub-Adviser's primary consideration in placing Portfolio
investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best
execution at the best available price.
Consistent with this policy, the Sub-Sub-Adviser, in selecting broker-dealers and negotiating brokerage
commission rates, will take all relevant factors into consideration, which may include: the best price available; the
reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order;
and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a
continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Sub-Adviser shall have
discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent
permissible under applicable law, broker-dealers affiliated with the Sub-Sub-Adviser) qualified to obtain best execution
of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers
an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such
broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Sub-Adviser's overall
responsibilities with respect to the Portfolio and other accounts as to which the Sub-Sub-Adviser exercises investment
discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the
Sub-Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the
Sub-Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and
regulations. The Sub-Sub-Adviser may aggregate purchase and sell orders for the Portfolio with contemporaneous purchase
and sell orders for other clients of the Sub-Sub-Adviser or its affiliated persons, and the Investment Manager and
Sub-Adviser acknowledge that such aggregation may not result in a more favorable price or lower brokerage commission in
all instances. The Sub-Sub-Adviser will submit reports on such allocations to the Sub-Adviser and the Investment Manager
regularly as requested by the Sub-Adviser or the Investment Manager, in such form as may be mutually agreed to by the
parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
Subject to the foregoing provisions of this paragraph 3, the Sub-Sub-Adviser may also consider sales of shares of
the Portfolio, or may consider or follow recommendations of the Sub-Adviser or the Investment Manager that take such
sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions.
Notwithstanding the above, nothing shall require the Sub-Sub-Adviser to use a broker-dealer which provides research
services or to use a particular broker-dealer which the Sub-Adviser or the Investment Manager has recommended.
4. Reports by the Sub-Adviser. The Sub-Sub-Adviser shall furnish the Investment Manager monthly, quarterly and
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annual reports, as may be mutually agreed concerning the transactions, performance, and compliance of the Portfolio so
that the Investment Manager may review such matters and discuss the management of the Portfolio. The Sub-Sub-Adviser
shall permit the books and records maintained with respect to the Portfolio to be inspected and audited by the Trust, the
Sub-Adviser, the Investment Manager or their respective agents at all reasonable times during normal business hours upon
reasonable notice. The Sub-Sub-Adviser shall immediately notify the Sub-Adviser, the Investment Manager and the Trust of
any legal process served upon it in connection with its activities hereunder, including any legal process served upon it
on behalf of the Investment Manager, the Portfolio or the Trust. The Sub-Sub-Adviser shall reasonably promptly notify
the Sub-Adviser and Investment Manager of (1) any changes in any information regarding the Sub-Sub-Adviser or the
investment program for the Portfolio required to be disclosed in the Trust's Registration Statement, or (2) any violation
of any requirement, provision, policy or restriction that the Sub-adviser is aware of and required to comply with under
Section 1 of this Agreement.
5. Compensation of the Sub-Sub-Adviser. The Sub-Adviser will compensate the Sub-Sub-Adviser with a portion of its
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compensation received pursuant to the Sub-Advisory Agreement (the "Sub-Advisory Fee"). This amount payable to the
Sub-Sub-Adviser will be equal to 80% of the Sub-Advisory Fee.
The Investment Manager, the Sub-Adviser and the Sub-Sub-Adviser shall not be considered as partners or
participants in a joint venture. The Sub-Sub-Adviser will pay its own expenses for the services to be provided pursuant
to this Agreement and will not be obligated to pay any expenses of the Sub-Adviser, the Investment Manager, the Portfolio
or the Trust. Except as otherwise specifically provided herein, the Sub-Adviser, the Investment Manager, the Portfolio
and the Trust will not be obligated to pay any expenses of the Sub-Sub-Adviser.
6. Delivery of Documents to the Sub-Sub-Adviser. The Investment Manager has furnished the Sub-Sub-Adviser with
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true, correct and complete copies of each of the following documents:
(a) The Agreement and Declaration of Trust of the Trust, as in effect on the date hereof;
(b) The By-laws of the Trust, as in effect on the date hereof;
(c) The resolutions of the Trustees approving the engagement of the Sub-Adviser as portfolio manager of the
Portfolio and approving the form of this Agreement;
(d) The resolutions of the Trustees selecting the Investment Manager as investment manager to the Portfolio
and approving the form of the Management Agreement;
(e) The Management Agreement;
(f) The Code of Ethics of the Trust and of the Investment Manager, as in effect on the date hereof; and
(g) The Registration Statement; and
(h) A list of companies the securities of which are not to be bought or sold for the Portfolio.
The Investment Manager will furnish the Sub-Sub-Adviser from time to time with copies, properly certified or
otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements as
to items (a) through (f) above will be provided within 30 days of the time such materials become available to the
Investment Manager. Such amendments or supplements as to item (h) above will be provided not later than the end of the
business day next following the date such amendments or supplements become known to the Investment Manager. Any
amendments or supplements to the foregoing will not be deemed effective with respect to the Sub-Sub-Adviser until three
business days after the Sub-Sub-Adviser's receipt thereof. The Investment Manager will provide such additional
information as the Sub-Adviser may reasonably request in connection with the performance of its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Sub-Adviser has furnished the Sub-Adviser and
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Investment Manager with true, correct and complete copies of each of the following documents:
(a) The Sub-Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission as of the date
hereof;
(b) The Sub-Sub-Adviser's most recent balance sheet;
(c) Separate lists of persons who the Sub-Sub-Adviser wishes to have authorized to give written and/or oral
instructions to Custodians of Trust assets for the Portfolio; and
(d) The Code of Ethics of the Sub-Sub-Adviser, as in effect on the date hereof.
The Sub-Sub-Adviser will furnish the Sub-Adviser and Investment Manager from time to time with copies, properly
certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or
supplements will be provided within 30 days of the time such materials become available to the Sub-Sub-Adviser. Any
amendments or supplements to the foregoing will not be deemed effective with respect to the Sub-Adviser or Investment
Manager until the Sub-Adviser's and Investment Manager's receipt thereof. The Sub-Sub-Adviser will provide additional
information as the Sub-Adviser and Investment Manager may reasonably request in connection with the Sub-Sub-Adviser's
performance of its duties under this Agreement.
8. Confidential Treatment. The parties hereto understand that any information or recommendation supplied by the
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Sub-Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for
use only by the Sub-Adviser, the Investment Manager, the Trust or such persons the Sub-Adviser and the Investment Manager
may designate in connection with the Portfolio, who shall be under the same obligation of confidentiality. The parties
also understand that any information supplied to the Sub-Sub-Adviser in connection with the performance of its
obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the
Portfolio, is to be regarded as confidential and for use only by the Sub-Sub-Adviser in connection with its obligation to
provide investment advice and other services to the Portfolio.
9. Representations of the Parties. Each party hereto hereby further represents and warrants to the other that: (i)
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it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser
under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will
use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of
this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is
suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it
should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter
into this Agreement and to perform its obligations hereunder.
The Sub-Adviser further represents and warrants to the Sub-Sub-Adviser that (i) the appointment of the
Sub-Sub-Adviser by the Sub-Adviser has been duly authorized and (ii) it has acted and will continue to act in connection
with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the
Trust's governing documents and other applicable law.
10. Liability. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its
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obligations hereunder, the Sub-Sub-Adviser shall not be liable to the Trust, the Portfolio, the Portfolio's shareholders,
the Sub-Adviser or the Investment Manager for any act or omission resulting in any loss suffered by the Trust, the
Portfolio, the Portfolio's shareholders, the Sub-Adviser or the Investment Manager in connection with any service to be
provided herein. In no case will the Sub-Sub-Adviser be liable for any act or omission arising prior to its service
hereunder.
11. Other Activities of the Sub-Sub-Adviser. The Sub-Adviser agrees that the Sub-Sub-Adviser and any of its partners
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or employees, and persons affiliated with the Sub-Sub-Adviser or with any such partner or employee, may render investment
management or advisory services to other investors and institutions, and that such investors and institutions may own,
purchase or sell, securities or other interests in property that are the same as, similar to, or different from those
which are selected for purchase, holding or sale for the Portfolio. The Sub-Adviser further acknowledges that the
Sub-Sub-Adviser shall be in all respects free to take action with respect to investments in securities or other interests
in property that are the same as, similar to, or different from those selected for purchase, holding or sale for the
Portfolio. The Sub-Adviser understands that the Sub-Sub-Adviser shall not favor or disfavor any of the Sub-Sub-Adviser's
clients or class of clients in the allocation of investment opportunities, so that to the extent practical, such
opportunities will be allocated among the Sub-Sub-Adviser's clients over a period of time on a fair and equitable basis.
Nothing in this Agreement shall impose upon the Sub-Sub-Adviser any obligation (i) to purchase or sell, or recommend for
purchase or sale, for the Portfolio any security which the Sub-Sub-Adviser, its partners, affiliates or employees may
purchase or sell for the Sub-Sub-Adviser or such partner's, affiliate's or employee's own accounts or for the account of
any other client of the Sub-Sub-Adviser, advisory or otherwise, or (ii) to abstain from the purchase or sale of any
security for the Sub-Sub-Adviser's other clients, advisory or otherwise, which the Sub-Adviser or Investment Manager has
placed on the list provided pursuant to paragraph 6(g) of this Agreement.
12. Continuance and Termination. This Agreement shall remain in full force and effect for one year from the date
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hereof, and is renewable annually thereafter by specific approval of the Trustees or by vote of a majority of the
outstanding voting securities of the Portfolio. Any such renewal shall be approved by the vote of a majority of the
Trustees who are not interested persons under the ICA, cast in person at a meeting called for the purpose of voting on
such renewal. This Agreement may be terminated without penalty at any time by the Investment Manager, the Sub-Adviser or
the Sub-Sub-Adviser upon 60 days written notice, and will automatically terminate in the event of (i) its "assignment" by
either party to this Agreement, as such term is defined in the ICA, subject to such exemptions as may be granted by the
Securities and Exchange Commission by rule, regulation or order, or (ii) upon termination of the Management Agreement or
Sub-Advisory Agreement, provided the Sub-Sub-Adviser has received prior written notice thereof.
13. Notification. The Sub-Sub-Adviser will notify the Sub-Adviser and Investment Manager within a reasonable time of
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any change in the personnel of the Sub-Sub-Adviser with responsibility for making investment decisions in relation to the
Portfolio (the "Portfolio Manager(s)") or who have been authorized to give instructions to the Custodian. The
Sub-Sub-Adviser shall be responsible for reasonable out-of-pocket costs and expenses incurred by the Sub-Adviser, the
Portfolio or the Trust to amend or supplement the Trust's Prospectus to reflect a change in Portfolio Manager(s) or
otherwise to comply with the ICA, the Securities Act of 1933, as amended (the "1933 Act") or any other applicable
statute, law, rule or regulation, as a result of such change; provided, however, that the Sub-Sub-Adviser shall not be
responsible for such costs and expenses where the change in Portfolio Manager(s) reflects the termination of employment
of the Portfolio Manager(s) with the Sub-Sub-Adviser and its affiliates or is the result of a request by the Sub-Adviser
or the Investment Manager or is due to other circumstances beyond the Sub-Adviser's control.
Any notice, instruction or other communication required or contemplated by this Agreement shall be in writing.
All such communications shall be addressed to the recipient at the address set forth below, provided that either party
may, by notice, designate a different recipient and/or address for such party.
Investment Manager: American Skandia Investment Services, Incorporated
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Sub-Adviser: Federated Investment Counseling
Federated Investors Tower
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxxxx
Assistant Vice President
Sub-Sub-Adviser: Federated Global Investment Management Corp.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx
Assistant Vice President
Trust: American Skandia Trust
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
14. Indemnification. The Sub-Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated
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person within the meaning of Section 2(a)(3) of the ICA ("affiliated person") of the Sub-Adviser and each person, if any
who, within the meaning of Section 15 of the 1933 Act, controls ("controlling person") the Sub-Adviser, against any and
all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the
Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the
ICA, the Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the
Sub-Sub-Adviser's responsibilities hereunder (1) to the extent of and as a result of the willful misconduct, bad faith,
or gross negligence by the Sub-Sub-Adviser, any of the Sub-Sub-Adviser's employees or representatives or any affiliate of
or any person acting on behalf of the Sub-Sub-Adviser, or (2) as a result of any untrue statement or alleged untrue
statement of a material fact relating to the Sub-Sub-Adviser or the investment policies and restrictions to be followed
by the Sub-Sub-Adviser in managing the Portfolio contained in the Registration Statement, including any amendment thereof
or any supplement thereto, or the omission or alleged omission to state therein such a material fact required to be
stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in
reliance upon and in conformity with written information furnished by the Sub-Sub-Adviser to the Sub-Adviser, the
Portfolio, the Trust or any affiliated person of the Sub-Adviser, the Portfolio or the Trust or upon verbal information
confirmed by the Sub-Adviser in writing, or (3) to the extent of, and as a result of, the failure of the Sub-Sub-Adviser
to execute, or cause to be executed, portfolio investment transactions according to the best execution requirements of
the ICA; provided, however, that in no case is the Sub-Sub-Adviser's indemnity in favor of the Sub-Adviser or any
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affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
The Sub-Adviser agrees to indemnify and hold harmless the Sub-Sub-Adviser, any affiliated person of the
Sub-Sub-Adviser and each controlling person of the Sub-Sub-Adviser, if any, against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Sub-Adviser or such
affiliated person or controlling person of the Sub-Sub-Adviser may become subject under the 1933 Act, the ICA, the
Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the
Sub-Adviser's responsibilities as investment manager of the Portfolio (1) to the extent of and as a result of the willful
misconduct, bad faith, or gross negligence by the Sub-Adviser, any of the Sub-Adviser's employees or representatives or
any affiliate of or any person acting on behalf of the Sub-Adviser, or (2) as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any
supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, if such a statement or omission was made other than in reliance
upon and in conformity with written information furnished by the Sub-Sub-Adviser, or any affiliated person of the
Sub-Sub-Adviser, relating to the Sub-Sub-Adviser or the investment policies and restrictions to be followed by the
Sub-Sub-Adviser in managing the Portfolio or other than upon any such verbal information confirmed by the Sub-Sub-Adviser
in writing; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Sub-Sub-Adviser or any
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affiliated person or controlling person of the Sub-Sub-Adviser deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It
is agreed that the Sub-Adviser's indemnification obligations under this Section 14 will extend to expenses and costs
(including reasonable attorneys fees) incurred by the Sub-Sub-Adviser as a result of any litigation brought by the
Sub-Adviser alleging the Sub-Sub-Adviser's failure to perform its obligations and duties in the manner required under
this Agreement unless judgment is rendered for the Sub-Adviser.
Promptly after receipt by an indemnified party under this Section 14 of notice of commencement of any action by
any person not a party to this Agreement, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 14, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified
party otherwise than under this Section 14. In case any such action is brought against any indemnified party, and it
notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish and unless the indemnified party releases the indemnifying party from any
further obligations under this Section 14 in connection with that action, assume the defense thereof, with counsel
satisfactory to such indemnified party. After notice from the indemnifying party of its intention to assume the defense
of an action, the indemnified party shall bear the expenses of any additional counsel obtained by it, and the
indemnifying party shall not be liable to such indemnified party under this section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of
investigation.
15. Conflict of Laws. The provisions of this Agreement shall be subject to all applicable statutes, laws, rules and
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regulations, including, without limitation, the applicable provisions of the ICA and rules and regulations promulgated
thereunder. To the extent that any provision contained herein conflicts with any such applicable provision of law or
regulation, the latter shall control. The terms and provisions of this Agreement shall be interpreted and defined in a
manner consistent with the provisions and definitions of the ICA. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall continue in full
force and effect and shall not be affected by such invalidity.
16. Amendments, Waivers, etc. Provisions of this Agreement may be changed, waived, discharged or terminated only by
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an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is
sought. This Agreement (including Exhibit A hereto) may be amended at any time by written mutual consent of the parties,
subject to the requirements of the ICA and rules and regulations promulgated and orders granted thereunder.
17. Governing State Law. This Agreement is made under, and shall be governed by and construed in accordance with,
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the laws of the State of Connecticut.
18. Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement
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is held to be illegal or made invalid by court decision, statute, rule or otherwise, such illegality or invalidity will
not affect the validity or enforceability of the remainder of this Agreement.
The effective date of this agreement is May 1, 2002.
FOR THE SUB-ADVISER: FOR THE SUB-SUB-ADVISER:
_____________________________________ ____________________________________
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
